UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 13, 2014
KOSMOS ENERGY LTD.
(Exact Name of Registrant as Specified in its Charter)
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Bermuda
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001-35167
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98-0686001
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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Clarendon House
2 Church Street
Hamilton, Bermuda
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HM 11
(Zip Code)
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(Address of Principal Executive Offices)
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Registrant’s telephone number, including area code: +1 441 295 5950
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On January 13, 2014, Kosmos Energy Ltd. (the “Company”) issued a press release (the “Press Release”) announcing the following appointments and resignations:
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Andrew G. Inglis has been appointed Chairman of the Board of Directors (the “Board”) of the Company and Chief Executive Officer, effective as of March 1, 2014.
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Brian F. Maxted, the Company’s current Chief Executive Officer and a founding partner of Kosmos, has been appointed Chief Exploration Officer, effective as of March 1, 2014. Mr. Maxted will continue to serve on the Board and, through February 28, 2014, as Chief Executive Officer.
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The previously announced resignation of John Kemp III, the Company’s current Chairman of the Board, from the Board will be effective as of February 28, 2014, and Mr. Kemp will also cease serving as a consultant to the Company as of that date.
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A copy of the Press Release is attached hereto as Exhibit 99.1.
Mr. Inglis, who is 54, joins the Company from Petrofac Ltd, a leading provider of oilfield services to the international oil and gas industry, principally engaged in the design of oil and gas infrastructure, the operation, maintenance and management of oil and gas assets and the training of personnel on a worldwide basis. At Petrofac, Mr. Inglis held the position of Chief Executive, Integrated Energy Services. Prior to joining Petrofac in January 2011, Mr. Inglis served BP for 30 years in a number of positions, including most recently as Executive Director on the BP board of directors from 2007 to 2010 and as Executive Vice President and Deputy Chief Executive of exploration and production from 2004 to 2007. Mr. Inglis received a master’s degree in Engineering from Pembroke College, Cambridge University. He is a Chartered Mechanical Engineer, a Fellow of the Institution of Mechanical Engineers, and a Fellow of the Royal Academy of Engineering. Mr. Inglis brings a wealth of industry experience and leadership to the Company.
There is no family relationship between Mr. Inglis and any other executive officer or director of the Company, and there is no arrangement or understanding with any other person under which he was appointed. There are no transactions to which the Company or any of its subsidiaries is a party and in which Mr. Inglis has a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K.
In connection with Mr. Inglis’s appointment, the Company’s subsidiary Kosmos Energy, LLC entered into an offer letter agreement with Mr. Inglis dated as of January 10, 2014 (the “Offer Letter”), which provides for the following:
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an annual base salary of $900,000;
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an annual bonus targeted at 100% of base salary and ranging from 0% to 200% of base salary, with the actual amount of any bonus payable determined in the discretion of the Board (or a committee thereof) based on the level of attainment of pre-established Company and individual performance metrics;
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a sign-on bonus of $1,675,000;
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two sign-on equity awards of restricted share units, one with a grant date value of $1,000,000 that will vest based on service, and the other with a grant date value of $2,500,000 that will vest based on the level of attainment of a specified relative total shareholder return goal;
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an annual long-term incentive equity award granted no later than June 30, 2014 with a grant date value of $2,250,000, and eligibility to receive additional such awards for each year after 2014, with the expectation that any such post-2014 award will have a grant date value equal to 2.5 times base salary, but with the
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actual grant date value of any such post-2014 award determined in the discretion of the Board (or a committee thereof);
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the sign-on and annual long-term incentive equity awards will be granted under the Company’s Long Term Incentive Plan and individual award agreements that will contain the vesting, forfeiture and other terms that are set forth in the Company’s currently publicly filed award agreements;
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in connection with his relocation from the United Kingdom to the Dallas/Fort Worth area, the Company will pay or reimburse him for reasonable and customary relocation costs and will provide him with $150,000 to cover specified relocation costs, and will also provide employment assistance for his spouse;
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the Company will reimburse 50% of the reasonable legal fees incurred by him in connection with the Offer Letter, but capped at $15,000;
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on termination of his employment by the Company without “cause” or by him for “good reason” (as such terms are defined in the Offer Letter), subject to his execution of a release of claims, he is entitled to severance in an amount equal to two times the sum of his base salary and target bonus (payable in monthly installments over 24 months), continued Company-paid medical and dental coverage for him and his dependents for 24 months, and accelerated vesting of his sign-on equity awards; and
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on termination of his employment by the Company for cause or by him without good reason, in either case prior to February 1, 2015, he is required to reimburse the Company a prorated portion of the sign-on bonus and relocation payments.
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Item 7.01
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Regulation FD Disclosure.
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On January 13, 2013, the Company issued the Press Release. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Form 8-K and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that Section.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits. The following exhibit is furnished as part of this current report on Form 8-K:
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99.1
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Press Release dated January 13, 2014 announcing the appointment of Andrew G. Inglis as Chairman and Chief Executive Officer and Brian F. Maxted as Chief Exploration Officer and the resignation of John R. Kemp III from the Board and his consulting position.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 13, 2014
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KOSMOS ENERGY LTD.
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By:
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/s/ W. Greg Dunlevy
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W. Greg Dunlevy
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Executive Vice President and Chief Financial Officer
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INDEX TO EXHIBITS
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Exhibit No.
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Description
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99.1
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Press Release dated January 13, 2014 announcing the appointment of Andrew G. Inglis as Chairman and Chief Executive Officer and Brian F. Maxted as Chief Exploration Officer and the resignation of John R. Kemp III from the Board and his consulting position.
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EXHIBIT 99.01
PRESS RELEASE
ANDREW G. INGLIS JOINS KOSMOS AS CHAIRMAN
AND CHIEF EXECUTIVE OFFICER
Kosmos Founding Partner Brian F. Maxted
to focus on Chief Exploration Officer role
DALLAS, Texas, January 13, 2014 – The board of directors of Kosmos Energy (NYSE: KOS) announced today that it has appointed Andrew (Andy) G. Inglis as chairman of the board and chief executive officer, effective March 1, 2014. Current CEO Brian F. Maxted, a founding partner of Kosmos, will serve in the role of chief exploration officer and continue to serve on the board. As previously announced and simultaneous to Inglis’ appointment, John Kemp III, Kosmos’ current chairman of the board, will retire from the board of directors and from his consulting position with the company.
“We are delighted to welcome Andy to Kosmos,” said Brian F. Maxted. “We are fortunate to have attracted a leader of his caliber, which is testament to the reputation Kosmos has in our business and the company’s future. His appointment will enable me to focus my full attention on ensuring delivery of the company’s exploration strategy.”
“Kosmos represents one of the most exciting opportunities to lead a company in the E&P industry in terms of the quality of both the development assets and the exploration portfolio,” said Andy Inglis. “Kosmos’ proven ability to find and develop hydrocarbons in frontier and emerging basins is strengthened by its commitment to corporate responsibility. I am honored to join Brian and the team as chairman and CEO and look forward to creating value for all our stakeholders. 2014 will be an exciting year for Kosmos as the company starts to unlock its world-class exploration portfolio with a high-impact drilling program.”
“The board wishes to thank John for his many contributions and wish him all the best in his future endeavors,” said Adebayo O. Ogunlesi, chairman of the board’s nominating and governance committee. “The board also values Brian Maxted’s many contributions to Kosmos since its founding and is grateful for his continued presence on the board and his focus on his critical role as chief exploration officer.”
Andy Inglis joined Petrofac Ltd in January 2011 having spent 30 years with BP, most recently as CEO of its exploration and production business. He was an executive director on the BP board between 2007 and 2010. From 2004 to 2007, he was BP executive vice president and deputy chief executive of E&P, with responsibility for BP's growth areas, including Azerbaijan, Angola, Algeria, Gulf of Mexico, Egypt,
Trinidad, and the Asia-Pacific region. He is a former non-executive director of BAE Systems plc and TNK-BP Ltd. Mr. Inglis holds a master’s degree in Engineering from Pembroke College, Cambridge University. He is a Chartered Mechanical Engineer, a Fellow of the Institution of Mechanical Engineers, and a Fellow of the Royal Academy of Engineering.
Brian F. Maxted has served as chief executive officer since January 2011, leading Kosmos in all aspects of the business to deliver its corporate strategy and become a best-in-class organization. Prior to taking on the role of chief executive officer, he served as chief operating officer of the company. Before co-founding Kosmos in 2003, he was senior vice president of exploration for Triton Energy, where he led a series of discoveries offshore Equatorial Guinea, Malaysia and Colombia. He holds a master’s degree in organic geochemistry and petrology from the University of Newcastle-upon-Tyne and a bachelor of science in geology from the University of Sheffield.
About Kosmos Energy
Kosmos Energy is a leading independent oil and gas exploration and production company focused on frontier and emerging areas along the Atlantic Margin. The Company’s asset portfolio includes existing production and other major development projects offshore Ghana, as well as exploration licenses with significant hydrocarbon potential offshore Ireland, Mauritania, Morocco (including Western Sahara) and Suriname. As an ethical and transparent company, Kosmos is committed to doing things the right way. The Company’s Business Principles articulate our commitment to transparency, ethics, human rights, safety and the environment. Read more about this commitment in the Kosmos 2012 Corporate Responsibility Report. Kosmos is listed on the New York Stock Exchange and is traded under the ticker symbol KOS. For additional information, visit www.kosmosenergy.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Kosmos expects, believes or anticipates will or may occur in the future are forward-looking statements. Kosmos’ estimates and forward-looking statements are mainly based on its current expectations and estimates of future events and trends, which affect or may affect its businesses and operations. Although Kosmos believes that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to several risks and uncertainties and are made in light of information currently available to Kosmos. When used in this press release, the words “anticipate,” “believe,” “intend,” “expect,” “plan,” “will” or other similar words are intended to identify forward-looking statements. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Kosmos, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. Further information on such assumptions, risks and uncertainties is available in Kosmos’ Securities and Exchange Commission (“SEC”) filings. Kosmos undertakes no obligation and does not intend to update or correct these forward-looking statements to reflect events or circumstances occurring after the date of this press release, except as required by applicable law. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement.
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CONTACT:
Investor Relations
Jon Cappon
+1.214.445.9669
jcappon@kosmosenergy.com
Media Relations
Thomas Golembeski
+1.214.445.9674
tgolembeski@kosmosenergy.com